INTER-AMERICAN

INVESTMENT
CORPORATION

AGREEMENT
ESTABLISHING
THE INTER- AMERICAN
INVESTMENT CORPORATION

INTER-AMERICAN INVESTMENT CORPORATION

1350 New York Avenue, N.W.
Washington, DC 20577
United States of America
www.iic.int
AGREEMENT ESTABLISHING
THE INTER-AMERICAN INVESTMENT CORPORATION

The Agreement Establishing the Inter-American Investment Corporation became effec-

tive March 23, 1986. The text set forth herein is a true copy of the Agreement as
amended by resolutions effective October 3, 1995, July 4, 2001 and June 12, 2002.

Washington, D.C.
July 2006 reprint
AGREEMENT ESTABLISHING
THE INTER-AMERICAN INVESTMENT CORPORATION

The Agreement Establishing the Inter-American Investment Corporation became effec-

tive March 23, 1986. The text set forth herein is a true copy of the Agreement as
amended by resolutions effective October 3, 1995, July 4, 2001 and June 12, 2002.

Washington, D.C.
February 2009 reprint
AGREEMENT ESTABLISHING
THE INTER-AMERICAN INVESTMENT CORPORATION

The Agreement Establishing the Inter-American Investment Corporation became effec-

tive March 23, 1986. The text set forth herein is a true copy of the Agreement as
amended by resolutions effective October 3, 1995, July 4, 2001 and June 12, 2002.

Washington, D.C.
July 2006 reprint
 Table of Contents*

I. PURPOSE AND FUNCTIONS

1. Purpose . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
2. Functions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
3. Policies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2

II. MEMBERS AND CAPITAL

1. Members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
2. Resources . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
3. Subscriptions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
4. Restriction on Transfers and Pledge of Shares . . . . . . . . . . . . . . . . . . .4
5. Preferential Subscription Right . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
6. Limitation on Liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4

III. OPERATIONS
1. Operating Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5
2. Other Forms of Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
3. Operating Principles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
4. Limitations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7
5. Protection of Interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7
6. Applicability of Certain Foreign Exchange Restrictions . . . . . . . . . . . . .7
7. Other Powers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7
8. Political Activity Prohibited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8

IV. ORGANIZATION AND MANAGEMENT

1. Structure of the Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8
2. Board of Governors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8
3. Voting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9
4. Board of Executive Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .10
5. Basic Organization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .11
6. Executive Committee of the Board of Executive Directors . . . . . . . . .11
7. Chairman, General Manager and Officers . . . . . . . . . . . . . . . . . . . . . . . . .12
8. Relations with the Bank . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .13
9. Publication of Annual Reports and Circulation of Reports . . . . . . . . .14
10. Dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .14

V. WITHDRAWAL AND SUSPENSION OF MEMBERS

1. Right of Withdrawal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .14
2. Suspension of Membership . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .14
3. Terms of Withdrawal from Membership . . . . . . . . . . . . . . . . . . . . . .15

VI. SUSPENSION AND TERMINATION OF OPERATIONS

1. Suspension of Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .16
2. Termination of Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .16
3. Liability of Members and Payment of Debts . . . . . . . . . . . . . . . . . . .16
4. Distribution of Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .16

* Secretary’s note: This Table of Contents is not part of the Agreement but is included for convenience.
VII. JURIDICAL PERSONALITY, IMMUNITIES, EXEMPTIONS AND PRIVILEGES Addendum A*
1. Scope . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 Inter-American Investment Corporation
2. Juridical Personality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 Member Countries as of July 1, 2006
3. Judicial Proceedings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
4. Immunity of Assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 Member Country
5. Inviolability of Archives . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 Argentina
6. Freedom of Assets from Restrictions . . . . . . . . . . . . . . . . . . . . . . . . . 18 Austria
7. Privilege for Communications. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 Bahamas
8. Personal Immunities and Privileges. . . . . . . . . . . . . . . . . . . . . . . . . . 18 Barbados
9. Immunities from Taxation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 Belgium
10. Implementation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 Belize
11. Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 Bolivia
Brazil
VIII. AMENDMENTS Chile
1. Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 Colombia
Costa Rica
IX. INTERPRETATION AND ARBITRATION Denmark
1. Interpretation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 Dominican Republic
2. Arbitration. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 Ecuador
El Salvador
X. GENERAL PROVISIONS Finland
1. Headquarters of the Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 France
2. Relations with Other Organizations . . . . . . . . . . . . . . . . . . . . . . . . . 21 Germany
3. Channels of Communication . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 Guatemala
Guyana
XI. FINAL PROVISIONS Haiti
1. Signature and Acceptance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 Honduras
2. Entry into Force . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 Israel
3. Commencement of Operations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23 Italy
Jamaica
Japan
Annex A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Korea, Republic of
Addendum A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Mexico
Netherlands
Nicaragua
Norway
Panama
Paraguay
Peru
Portugal
Spain
Suriname
Sweden
Switzerland
Trinidad and Tobago
United States
Uruguay
Venezuela

* Secretary’s note: This Addendum is not part of the Agreement but is included for
reference purposes only.

25
 ANNEX A AGREEMENT ESTABLISHING THE INTER-AMERICAN
SUBSCRIPTIONS OF THE SHARES IN THE CORPORATION'S AUTHORIZED CAPITAL STOCK INVESTMENT CORPORATION
(Shares of US$10,000 each)

Number of paid-in The countries on behalf of which this Agreement is signed agree to create the Inter-
Countries
Countries capital shares Percentage
Percentage American Investment Corporation, which shall be governed by the following provisions:
Regional developing countries
Argentina 2,327 11.6361
Brazil 2,327 11.6361
Mexico 1,498 7.4902
Venezuela 1,248 6.2383
Subtotal 7,400 37.000
ARTICLE I
Chile 690 3.45
Colombia 690 3.45 PURPOSE AND FUNCTIONS
Peru 420 2.10
Subtotal 1,800 9.00
Section 1. Purpose
Bahamas 43 0.215
Barbados 30 0.150
Bolivia 187 0.935 The purpose of the Corporation shall be to promote the economic development of its
Costa Rica 94 0.470
Dominican Republic 126 0.630 regional developing member countries by encouraging the establishment, expansion, and mod-
Ecuador 126 0.630 ernization of private enterprises, preferably those that are small and medium-scale, in such a
El Salvador 94 0.470
Guatemala 126 0.630 way as to supplement the activities of the Inter-American Development Bank (hereinafter
Guyana 36 0.180
Haiti 94 0.470 referred to as “the Bank”).
Honduras 94 0.470
Jamaica 126 0.630
Nicaragua 94 0.470 Enterprises with partial share participation by government or other public entities,
Panama 94 0.470
Paraguay 94 0.470 whose activities strengthen the private sector of the economy, are eligible for financing by the
Trinidad & Tobago 94 0.470 Corporation.
Uruguay 248 1.240
Subtotal 1,800 9.000
Section 2. Functions
Total 11,000 55.000

United States of America 5,100 25.50 In order to accomplish its purpose, the Corporation shall undertake the following func-
Other Countries tions in support of the enterprises referred to in Section 1:
Austria 100 0.50
France 626 3.13
Germany, Fed. Rep. of 626 3.13 (a) Assist, alone or in association with other lenders or investors, in the financing of the
Israel 50 0.25 establishment, expansion and modernization of enterprises, utilizing such instruments and/or
Italy 626 3.13
Japan 626 3.13 mechanisms as the Corporation deems appropriate in each instance;
Netherlands 310 1.55
Spain 626 3.13
Switzerland 310 1.55 (b) Facilitate their access to private and public capital, domestic and foreign, and to
Subtotal 3,900 19.50 technical and managerial know-how;
Grand Total 20,000 100.00
(c) Stimulate the development of investment opportunities conducive to the flow of pri-
1 The representatives of Argentina and Brazil stated that their participation in the capital of the Corporation should not only match their shares in the capital of vate and public capital, domestic and foreign, into investments in the member countries;
the Bank, but also maintain their relative shares in the total amount contributed by the regional developing countries in the capital of the Bank.
2 The Mexican delegation makes the subscription listed above in order to help eliminate the oversubscription that has prevented the Inter-American Investment
Corporation from coming into operation. Nevertheless, it wishes to put on record the desire of Mexico to achieve greater share participation in these multilateral (d) Take in each case the proper and necessary measures for their financing, bearing in
organizations, to more adequately reflect through a system of objective indicators its size in terms of economy, population and requirements for financial support
for its development process. mind their needs and principles based on prudent administration of the resources of the
3 Venezuela ratifies that it has decided to subscribe 1,248 shares of the Inter-American Investment Corporation, which gives it a participation of 6.238% in its
capital, to enable the Corporation to begin operating as soon as possible. However, Venezuela states for the record that it has not abandoned its desire to
Corporation; and
achieve a greater share participation in the future.

24 1
 (e) Provide technical cooperation for the preparation, financing and execution of pro-
jects, including the transfer of appropriate technology.
Section 3. Policies
The activities of the Corporation shall be conducted in accordance with the operating,
financial and investment policies set forth in detail in Regulations approved by the Board of
Executive Directors of the Corporation, which Regulations may be amended by said Board.
ARTICLE II
MEMBERS AND CAPITAL
Section 3. Commencement of Operations
As soon as this Agreement enters into force under Section 2 of this Article, the President
of the Bank shall call a meeting of the Board of Governors. The Corporation shall begin opera-
tions on the date when such meeting is held.
DONE at the city of Washington, District of Columbia, United States of America, in a
single original, dated November 19, 1984, whose English, French, Portuguese, and Spanish
texts are equally authentic and which shall remain deposited in the archives of the
Inter-American Development Bank, which has indicated by its signature below its agreement to
act as depository of this Agreement and to notify all those governments of the countries whose
names are set forth in Annex A of the date when this Agreement shall enter into force, in accor-
dance with Section 2 of Article XI.

Section 1. Members

(a) The founding members of the Corporation shall be those member countries of the
Bank that have signed this Agreement by the date specified in Article XI, Section 1(a) and made
the initial payment required in Section 3(b) of this Article.

(b) The other member countries of the Bank and non-member countries of the Bank may
accede to this Agreement on such date and in accordance with such conditions as the Board
of Governors of the Corporation may determine by a majority representing at least two-thirds
of the votes of the members, which shall include two-thirds of the Governors.

(c) The word “members” as used in this Agreement shall refer to member countries of
the Bank and non-member countries of the Bank which are members of the Corporation.

Section 2. Resources

(a) The initial authorized capital stock of the Corporation shall be two hundred million
dollars of the United States of America (US$200,000,000).

(b) The authorized capital stock shall be divided into twenty thousand (20,000) shares
having a par value of ten thousand dollars of the United States of America (US$10,000) each.
Any shares not initially subscribed by the founding members in accordance with Section 3(a)
of this Article shall be available for subsequent subscription in accordance with Section 3(d)
hereof.

(c) The Board of Governors may increase the authorized capital stock by a majority rep-
resenting at least three-fourths of the votes of the members, which shall include two-thirds of
the Governors.

2 23
 ARTICLE XI
FINAL PROVISIONS
Section 1. Signature and Acceptance
(a) This Agreement shall be deposited with the Bank, where it shall remain open for sig-
nature by the representatives of the countries listed in Annex A until December 31, 1985 or
such later date as shall be established by the Board of Executive Directors of the Corporation.
In case this Agreement shall not have entered into force, a later date may be determined by the
representatives of the signatory countries of the Final Act of the Negotiations on the Creation of
the Inter-American Investment Corporation. Each signatory of this Agreement shall deposit with
the Bank an instrument setting forth that it has accepted or ratified this Agreement in accor-
dance with its own laws and has taken the steps necessary to enable it to fulfill all of its obli-
gations under this Agreement.
(b) The Bank shall send certified copies of this Agreement to its members and duly noti-
fy them of each signature and deposit of the instrument of acceptance or ratification made pur-
suant to the foregoing paragraph, as well as the date thereof.
(c) On or after the date on which the Corporation commences operations, the Bank may
receive the signature and the instrument of acceptance or ratification of this Agreement from
any country whose membership has been approved in accordance with Article II, Section 1(b).
Section 2. Entry into Force
(a) This Agreement shall enter into force when it has been signed and instruments of
acceptance or ratification have been deposited, in accordance with Section 1 of this Article, by
representatives of countries whose subscriptions comprise not less than two-thirds of the total
subscriptions set forth in Annex A, which shall include:
(i) the subscription of the member country with the largest number of shares, and
(ii) subscriptions of regional developing member countries with a total of shares
greater than all other subscriptions.
(b) Countries whose instruments of acceptance or ratification were deposited prior to
the date on which the agreement entered into force shall become members on that date. Other
countries shall become members on the dates on which their instruments of acceptance or rat-
ification are deposited.
22
(d) In addition to the authorized capital referred to above, the Board of Governors may,
after the date in which the initial authorized capital has been fully paid in, authorize the issue
of callable capital and establish the terms and conditions for the subscription thereof, as fol-
lows:
(i) such decision shall be approved by a majority representing at least
three-fourths of the votes of the members, which shall include two-thirds of the
Governors; and
(ii) the callable capital shall be divided into shares with a par value of ten thou-
sand dollars of the United States of America (US$10,000) each.
(e) The callable capital shares shall be subject to call only when required to meet the
obligations of the Corporation created under Article III, Section 7(a). In the event of such a call,
payment may be made at the option of the member in United States dollars, or in the currency
required to discharge the obligations of the Corporation for the purpose for which the call is
made. Calls on the shares shall be uniform and proportionate for all shares. Obligations of the
members to make payments on any such calls are independent of each other and failure of one
or more members to make payments on any such calls shall not excuse any other member from
its obligation to make payment. Successive calls may be made if necessary to meet the obliga-
tions of the Corporation.
(f) The other resources of the Corporation shall consist of:
(i) amounts accruing by way of dividends, commissions, interest, and other
funds derived from the investments of the Corporation;
(ii) amounts received upon the sale of investments or the repayment of loans;
(iii) amounts raised by the Corporation by means of borrowings; and
(iv) other contributions and funds entrusted to its administration.
Section 3. Subscriptions
(a) Each founding member shall subscribe the number of shares specified in Annex A.
(b) The payment for capital stock, set forth in Annex A, by each founding member shall
be made in four annual, equal and consecutive installments each of twenty-five percent of such
amount. The first installment shall be paid by each member in full within three months after the
date on which the Corporation begins operation pursuant to Article XI, Section 3 below, or the
date on which such founding member accedes to this Agreement, or by such date or dates
thereafter as the Board of Executive Directors of the Corporation specifies. The remaining three
installments shall be paid on such dates as are determined by the Board of Executive Directors
3
of the Corporation but not earlier than December 31, 1985, December 31, 1986, and
December 31, 1987, respectively. The payment of each of the last three installments of capital
subscribed by each of the member countries shall be subject to fulfillment of such legal require-
ments as may be appropriate in the respective countries. Payment shall be made in United
States dollars. The Corporation shall specify the place or places of payment.
(c) Shares initially subscribed by the founding members shall be issued at par.
(d) The conditions governing the subscription of shares to be issued after the initial share
subscription by the founding members which shall not have been subscribed under Article II,
Section 2(b), as well as the dates of payment thereof, shall be determined by the Board of
Executive Directors of the Corporation.
Section 4. Restriction on Transfers and Pledge of Shares
Shares of the Corporation may not be pledged, encumbered or transferred in any man-
ner whatever except to the Corporation, unless the Board of Governors of the Corporation
approves a transfer between members by a majority of the Governors representing four-fifths of
the votes of the members.
Section 5. Preferential Subscription Right
In case of an increase in capital, in accordance with Section 2(c) and (d) of this Article,
each member shall be entitled, subject to such terms as may be established by the Corporation,
to a percentage of the increased shares equivalent to the proportion which its shares heretofore
subscribed bears to the total capital of the Corporation. However, no member shall be obligated
to subscribe to any part of the increased capital.
Section 6. Limitation on Liability
The liability of members on the shares subscribed by them shall be limited to the unpaid
portion of their price at issuance. No member shall be liable, by reason of its membership, for
obligations of the Corporation.
4 21
Corporation may, insofar as it deems it necessary, act on the basis of the decision of the Board
of Executive Directors.
Section 2. Arbitration
If a disagreement should arise between the Corporation and a member which has
ceased to be such, or between the Corporation and any member after adoption of a decision to
terminate the operations of the institution, such disagreement shall be submitted to arbitration
by a tribunal of three arbitrators. One of the arbitrators shall be appointed by the Corporation,
another by the member concerned, and the third, unless the parties otherwise agree, by the
President of the International Court of Justice. If all efforts to reach a unanimous agreement fail,
decisions shall be reached by a majority vote of the three arbitrators. The third arbitrator shall
be empowered to settle all questions of procedure in any case where the parties are in dis-
agreement with respect thereto.
ARTICLE X
GENERAL PROVISIONS
Section 1. Headquarters of the Corporation
The headquarters of the Corporation shall be located in the same locality as the
headquarters of the Bank. The Board of Executive Directors of the Corporation may establish
other offices in the territories of any of its member countries by a majority representing at least
two-thirds of the votes of the members.
Section 2. Relations with Other Organizations
The Corporation may enter into agreements with other organizations for purposes
consistent with this Agreement.
Section 3. Channels of Communication
Each member shall designate an official entity for purposes of communication with the
Corporation on matters connected with this Agreement.
 ARTICLE VIII
AMENDMENTS
Section 1. Amendments
(a) This Agreement may be amended only by decision of the Board of Governors by a
majority representing at least four-fifths of the votes of the members, which shall include two-
thirds of the Governors.
(b) Notwithstanding the provisions of (a) above, the unanimous agreement of the Board
of Governors shall be required for the approval of any amendment modifying:
(i) the right to withdraw from the Corporation as provided in Article V, Section 1;
(ii) the right to purchase shares of the Corporation as provided in Article II,
Section 5; and
(iii) the limitation on liability as provided in Article II, Section 6.
(c) Any proposal to amend this Agreement, whether emanating from a member country
or the Board of Executive Directors, shall be communicated to the Chairman of the Board of
Governors, who shall bring the proposal before the Board of Governors. When an amendment
has been adopted, the Corporation shall so certify in an official communication addressed to
all members. Amendments shall enter into force for all members three months after the date of
the official communication unless the Board of Governors shall specify a different period.
ARTICLE IX
INTERPRETATION AND ARBITRATION
Section 1. Interpretation
(a) Any question of interpretation of the provisions of this Agreement arising between
any member and the Corporation or between members shall be submitted to the Board of
Executive Directors for decision. Members especially affected by the question under consid-
eration shall be entitled to direct representation before the Board of Executive Directors as pro-
vided in Article IV, Section 4, paragraph (l).
(b) In any case where the Board of Executive Directors has given a decision under the
above paragraph, any member may require that the question be submitted to the Board of
Governors, whose decision shall be final. Pending the decision of the Board of Governors, the
20
ARTICLE III
OPERATIONS
Section 1. Operating Procedures
In order to accomplish its purposes, the Corporation is authorized to:
(a) Identify and promote projects which meet criteria of economic feasibility and effi-
ciency, with preference given to projects that have one or more of the following characteristics:
(i) they promote the development and use of material and human resources in
the developing countries which are members of the Corporation;
(ii) they provide incentives for the creation of jobs;
(iii) they encourage savings and the use of capital in productive investments;
(iv) they contribute to the generation and/or savings of foreign exchange;
(v) they foster management capability and technology transfer; and
(vi) they promote broader public ownership of enterprises through the partici-
pation of as many investors as possible in the capital stock of such enterprises.
(b) Make direct investments, through the granting of loans, and preferably through the
subscription and purchase of shares or convertible debt instruments, in enterprises located in
regional developing member countries, and make indirect investments in such enterprises
through other financial institutions, both of which investments require the significant genera-
tion of local added value.
(c) Promote the participation of other sources of financing and/or expertise through
appropriate means, including the organization of loan syndicates, the underwriting of securities
and participations, joint ventures, and other forms of association such as licensing arrange-
ments, marketing or management contracts;
(d) Conduct cofinancing operations and assist domestic financial institutions, interna-
tional institutions and bilateral investment institutions;
(e) Provide technical cooperation, financial and general management assistance, and
act as financial agent of enterprises;
(f) Help to establish, expand, improve and finance development finance companies in
the private sector and other institutions to assist in the development of said sector;
5
 (g) Promote the underwriting of shares and securities issues, and extend such underwrit-
ing provided the appropriate conditions are met, either individually or jointly with other finan-
cial entities;
(h) Administer funds of other private, public or semi-public institutions; for this purpose,
the Corporation may sign management and trustee contracts;
(i) Conduct currency transactions essential to the activities of the Corporation; and
(j) Issue bonds, certificates of indebtedness and participation certificates, and enter into
credit agreements.
Section 2. Other Forms of Investments
The Corporation may make investments of its funds in such form or forms as it may
deem appropriate in the circumstances, in accordance with Section 7(b) below.
Section 3. Operating Principles
The operations of the Corporation shall be governed by the following principles:
(a) It shall not establish as a condition that the proceeds of its financing be used to pro-
cure goods and services originating in a predetermined country;
(b) It shall not assume responsibility for managing any enterprise in which it has invest-
ed and shall not exercise its voting rights for such purpose or for any other purpose which, in
its opinion, is properly within the scope of managerial control;
(c) It shall provide financing on terms and conditions which it considers appropriate tak-
ing into account the requirements of the enterprises, the risks assumed by the Corporation and
the terms and conditions normally obtained by private investors for similar financings;
(d) It shall seek to revolve its funds by selling its investments, provided such sale can be
made in an appropriate form and under satisfactory conditions, to the extent possible in accord-
ance with Section 1(a)(vi) above;
(e) It shall seek to maintain a reasonable diversification in its investments;
(f) It shall apply financial, technical, economic, legal and institutional feasibility criteria
to justify investments and the adequacy of the guarantees offered; and
(g) It shall not undertake any financing for which, in its opinion, sufficient capital could
be obtained on adequate terms.
6 19
(b) No tax shall be levied on or in respect of salaries and emoluments paid by the
Corporation to officials or employees of the Corporation who are not local citizens or other
local nationals.
(c) No tax of any kind shall be levied on any obligation or security issued by the
Corporation, including any dividend or interest thereon, by whomsoever held:
(i) which discriminates against such obligation or security solely because it is
issued by the Corporation; or
(ii) if the sole jurisdictional basis for such taxation is the place or currency in
which it is issued, made payable or paid, or the location of any office or place
of business maintained by the Corporation.
(d) No tax of any kind shall be levied on any obligation or security guaranteed by the
Corporation, including any dividend or interest thereon, by whomsoever held:
(i) which discriminates against such obligation or security solely because it is
guaranteed by the Corporation; or
(ii) if the sole jurisdictional basis for such taxation is the location of any office
or place of business maintained by the Corporation.
Section 10. Implementation
Each member country, in accordance with its juridical system, shall take such action as
is necessary to make effective in its own territories the principles set forth in this Article and
shall inform the Corporation of the action which it has taken on the matter.
Section 11. Waiver
The Corporation in its discretion may waive any of the privileges or immunities con-
ferred under this Article to such extent and upon such conditions as it may determine.
Section 4. Immunity of Assets
Property and assets of the Corporation, wheresoever located and by whomsoever held,
shall be immune from search, requisition, confiscation, expropriation or any other form of tak-
ing or foreclosure by executive or legislative action.
Section 5. Inviolability of Archives
The archives of the Corporation shall be inviolable.
Section 6. Freedom of Assets from Restrictions
To the extent necessary to enable the Corporation to carry out its purpose and functions
and to conduct its operations in accordance with this Agreement, all property and other assets
of the Corporation shall be free from restrictions, regulations, controls and moratoria of any
nature, except as may otherwise be provided in this Agreement.
Section 7. Privilege for Communications
The official communications of the Corporation shall be accorded by each member
country the same treatment that it accords to the official communications of other members.
Section 8. Personal Immunities and Privileges
All Governors, Executive Directors, Alternates, officers, and employees of the
Corporation shall have the following privileges and immunities:
(a) Immunity from legal process with respect to acts performed by them in their official
capacity, except when the Corporation waives this immunity;
(b) When not local nationals, the same immunities from immigration restrictions, alien
registration requirements and military service obligations and the same facilities as regards
exchange provisions as are accorded by a member country to the representatives, officials, and
employees of comparable rank of other member countries; and
(c) The same privileges in respect of traveling facilities as are accorded by member coun-
tries to representatives, officials, and employees of comparable rank of other member countries.
Section 9. Immunities from Taxation
(a) The Corporation, its property, other assets, income, and the operations and transac-
tions it carries out pursuant to this Agreement, shall be immune from all taxation and from all
customs duties. The Corporation shall also be immune from any obligation relating to the pay-
ment, withholding or collection of any tax or duty.
18
Section 4. Limitations
(a) With the exception of the investment of liquid assets of the Corporation referred to
in Section 7(b) of this Article, investments of the Corporation shall be made only in enterprises
located in developing regional member countries; such investments shall be made following
sound rules of financial management.
(b) The Corporation shall not provide financing or undertake other investments in an
enterprise in the territory of a member country if its government objects to such financing or
investment.
Section 5. Protection of Interests
Nothing in this Agreement shall prevent the Corporation from taking such action and
exercising such rights as it may deem necessary for the protection of its interests in the event of
default on any of its investments, actual or threatened insolvency of enterprises in which such
investments have been made, or other situations which, in the opinion of the Corporation,
threaten to jeopardize such investments.
Section 6. Applicability of Certain Foreign Exchange Restrictions
Funds received by or payable to the Corporation in respect of an investment of the
Corporation made in any member’s territories shall not be free, solely by reason of any provi-
sion of this Agreement, from generally applicable foreign exchange restrictions, regulations and
controls in force in the territories of that member.
Section 7. Other Powers
The Corporation shall also have the power to:
(a) Borrow funds and for that purpose furnish such collateral or other security as the
Corporation shall determine, provided that the total amount outstanding on borrowing incurred
or guarantees given by the Corporation, regardless of source, shall not exceed an amount equal
to three times the sum of its subscribed capital, earned surplus and reserves;
(b) Invest funds not immediately needed in its financial operations, as well as funds held
by it for other purposes, in such marketable obligations and securities as the Corporation may
determine;
(c) Guarantee securities in which it has invested in order to facilitate their sale;
(d) Buy and/or sell securities it has issued or guaranteed or in which it has invested;
7
 (e) Handle, on such terms as the Corporation may determine, any specific matters inci-
dental to its business as may be entrusted to the Corporation by its shareholders or third par-
ties, and discharge the duties of trustee in respect of trusts; and
(f) Exercise all other powers inherent and which may be necessary or useful for the
accomplishment of its purposes, including the signing of contracts and conducting of necessary
legal actions.
Section 8. Political Activity Prohibited
The Corporation and its officers shall not interfere in the political affairs of any member,
nor shall they be influenced in their decisions by the political character of the member or mem-
bers concerned. Only economic considerations shall be relevant to decisions of the
Corporation, and these considerations shall be weighed impartially in order to achieve the pur-
poses stated in this Agreement.
ARTICLE IV
ORGANIZATION AND MANAGEMENT
Section 1. Structure of the Corporation
The Corporation shall have a Board of Governors, a Board of Executive Directors, a
Chairman of the Board of Executive Directors, a General Manager and such other officers and
staff as may be determined by the Board of Executive Directors of the Corporation.
Section 2. Board of Governors
(a) All the powers of the Corporation shall be vested in the Board of Governors.
(b) Each Governor and Alternate Governor of the Inter-American Development Bank
appointed by a member country of the Bank which is also a member of the Corporation shall,
unless the respective country indicates to the contrary, be a Governor or Alternate Governor
ex-officio, respectively, of the Corporation. No Alternate Governor may vote except in the
absence of his principal. The Board of Governors shall select one of the Governors as
Chairman of the Board of Governors. A Governor and Alternate Governor shall cease to hold
office if the member by which they were appointed ceases to be a member of the
Corporation.
(c) The Board of Governors may delegate all its powers to the Board of Executive Direc-
tors, except the power to:
8 17
(b) Any distribution of assets to the members shall be in proportion to the number of
shares held and shall be effected at such times and under such conditions as the Corporation
deems fair and equitable. The proportions of assets distributed need not be uniform as to type
of assets. No member shall be entitled to receive its proportion in such distribution of assets
until it has settled all its obligations to the Corporation.
(c) Any member receiving assets distributed pursuant to this Article shall enjoy the same
rights with respect to such assets as the Corporation enjoyed prior to their distribution.
ARTICLE VII
JURIDICAL PERSONALITY, IMMUNITIES, EXEMPTIONS AND PRIVILEGES
Section 1. Scope
To enable the Corporation to fulfill its purpose and the functions with which it is en-
trusted, the status, immunities, exemptions and privileges set forth in this Article shall be
accorded to the Corporation in the territories of each member country.
Section 2. Juridical Personality
The Corporation shall possess juridical personality and, in particular, full capacity:
(a) to contract;
(b) to acquire and dispose of immovable and movable property; and
(c) to institute legal and administrative proceedings.
Section 3. Judicial Proceedings
(a) Actions may be brought against the Corporation only in a court of competent jurisdiction in
the territories of a member country in which the Corporation has an office, has appointed an agent for
the purpose of accepting service or notice of process, or has issued or guaranteed securities. No action
shall be brought against the Corporation by members or persons acting for or deriving claims from mem-
ber countries. However, such countries or persons shall have recourse to such special procedures to set-
tle controversies between the Corporation and its member countries as may be prescribed in this
Agreement, in the by-laws and regulations of the Corporation or in contracts entered into with the
Corporation.
(b) Property and assets of the Corporation shall, wheresoever located and by whomso-
ever held, be immune from all forms of seizure, attachment or execution before the delivery of
final judgment against the Corporation.
 ARTICLE VI
SUSPENSION AND TERMINATION OF OPERATIONS
Section 1. Suspension of Operations
In an emergency the Board of Executive Directors may suspend operations in respect of
new investments, loans and guarantees until such time as the Board of Governors has the
opportunity to consider the situation and take pertinent measures.
Section 2. Termination of Operations
(a) The Corporation may terminate its operations by decision of the Board of Governors
by a majority representing at least three-fourths of the votes of the members, which shall
include two-thirds of the Governors. Upon termination of operations, the Corporation shall
forthwith cease all activities except those incident to the conservation, preservation and real-
ization of its assets and settlement of its obligations.
(b) Until final settlement of such obligations and distribution of such assets, the Corpora-
tion shall remain in existence and all mutual rights and obligations of the Corporation and its
members under this Agreement shall continue unimpaired, except that no member shall be sus-
pended or withdraw and that no distribution shall be made to members except as provided in
this Article.
Section 3. Liability of Members and Payment of Debts
(a) The liability of members arising from capital subscriptions shall remain in force until
the Corporation’s obligations, including contingent obligations, are settled.
(b) All creditors holding direct claims shall be paid out of the assets of the Corporation
to which such obligations are chargeable and then out of payments to the Corporation on
unpaid capital subscriptions to which such claims are chargeable. Before making any payments
to creditors holding direct claims, the Board of Executive Directors shall make such arrange-
ments as are necessary in its judgement to ensure a pro rata distribution among holders of direct
and contingent claims.
Section 4. Distribution of Assets
(a) No distribution of assets shall be made to members on account of the shares held by
them in the Corporation until all liabilities to creditors chargeable to such shares have been dis-
charged or provided for. Moreover, such distribution must be approved by a decision of the
Board of Governors by a majority representing at least three-fourths of the votes of the mem-
bers, which shall include two-thirds of the Governors.
16
(i) admit new members and determine the conditions of their admission;
(ii) increase or decrease the capital stock;
(iii) suspend a member;
(iv) consider and decide appeals on interpretations of this Agreement made by
the Board of Executive Directors;
(v) approve, after receipt of the auditors’ report, the general balance sheets and
the statements of profit and loss of the institution;
(vi) rule on reserves and the distribution of net income, and declare dividends;
(vii) engage the services of external auditors to examine the general balance
sheets and the statements of profit and loss of the institution;
(viii) amend this Agreement; and
(ix) decide to suspend permanently the operations of the Corporation and to dis-
tribute its assets.
(d) The Board of Governors shall hold an annual meeting, which shall be held in
conjunction with the annual meeting of the Board of Governors of the Inter-American
Development Bank. It may meet on other occasions by call of the Board of Executive Directors.
(e) A quorum for any meeting of the Board of Governors shall be a majority of the
Governors representing at least two-thirds of the votes of the members. The Board of Governors
may establish a procedure whereby the Board of Executive Directors, if it deems appropriate,
may submit a specific question to a vote of the Governors without calling a meeting of the
Board of Governors.
(f) The Board of Governors and the Board of Executive Directors, to the extent the lat-
ter is authorized, may issue such rules and regulations as may be necessary or appropriate to
conduct the business of the Corporation.
(g) Governors and Alternate Governors shall serve as such without compensation from
the Corporation.
Section 3. Voting
(a) Each member shall have one vote for each fully paid share held by it and for each
callable share subscribed.
9
 (b) Except as otherwise provided, all matters before the Board of Governors or the Board
of Executive Directors shall be decided by a majority of the votes of the members.
Section 4. Board of Executive Directors
(a) The Board of Executive Directors shall be responsible for the conduct of the opera-
tions of the Corporation and for this purpose shall exercise all the powers given it by this
Agreement or delegated to it by the Board of Governors.
(b) The Executive Directors and Alternates shall be elected or appointed among the
Executive Directors and Alternates of the Bank except when:
(i) a member country or a group of member countries of the Corporation is rep-
resented in the Board of Executive Directors of the Bank by an Executive
Director and an Alternate which are citizens of countries which are not mem-
bers of the Corporation; and
(ii) given the different structure of participation and composition, the member
countries referred to in (c)(iii) below, as per the rotation arrangement agreed
upon among said member countries, designate their own representatives for the
positions corresponding to them in the Board of Executive Directors of the
Corporation, whenever they could not be adequately represented by Directors
or Alternates of the Bank.
(c) The Board of Executive Directors of the Corporation shall be composed as follows:
(i) one Executive Director shall be appointed by the member country having the
largest number of shares in the Corporation;
(ii) nine Executive Directors shall be elected by the Governors for the regional
developing member countries;
(iii) two Executive Directors shall be elected by the Governors for the remaining
member countries.
The procedure for the election of Executive Directors shall be set forth in the
Regulations to be adopted by the Board of Governors by a majority of at least two-thirds of the
votes of the members.
One additional Executive Director may be elected by the Governors for the member
countries mentioned in (iii) above under such conditions and within the term to be established
under said Regulations and, in the event that such conditions were not met, by the Governors
for the regional developing member countries, in conformity with the provisions of said
Regulations.
10
ing at least three-fourths of the votes of the members, which shall include two-thirds of the
Governors.
(b) A member so suspended shall automatically cease to be a member of the
Corporation within one year from the date of suspension unless the Board of Governors
decides, by the same majority specified in paragraph (a) preceding, to lift the suspension.
(c) While under suspension, a member may exercise none of the rights conferred upon
it by this Agreement, except the right of withdrawal, but it shall remain subject to fulfillment of
all its obligations.
Section 3. Terms of Withdrawal from Membership
(a) From the time its membership ceases, a member shall no longer share in the profits
or losses of the institution and shall incur no liability with respect to loans and guarantees
entered into by the Corporation thereafter. The Corporation shall arrange for the repurchase of
such member’s capital stock as part of the settlement of accounts with it in accordance with the
provisions of this Section.
(b) The Corporation and a member may agree on the withdrawal from membership and
the repurchase of shares of said member on terms appropriate under the circumstances. If such
agreement is not reached within three months after the date on which such member expresses
its desire to withdraw from membership, or within a term agreed upon between both parties,
the repurchase price of the member’s shares shall be equal to the book value thereof on the
date when the member ceases to belong to the institution, such book value to be determined
by the Corporation’s audited financial statements.
(c) Payment for shares shall be made, upon surrender of the corresponding share certifi-
cates, in such installments and at such times and in such available currencies as the Corpora-
tion shall determine, taking into account its financial position.
(d) No amount due to a former member for its shares under this Section may be paid
until one month after the date upon which such member ceases to belong to the institution. If
within that period the Corporation suspends operations, the rights of such member shall be
determined by the provisions of Article VI and the member shall be considered still a member
of the Corporation for purposes of said Article, except that it shall have no voting rights.
15
Section 9. Publication of Annual Reports and Circulation of Reports
(a) The Corporation shall publish an annual report containing an audited statement of
its accounts. It shall also send the members a quarterly summary of its financial position and a
profit and loss statement indicating the results of its operations.
(b) The Corporation may also publish any such other reports as it deems appropriate in
order to carry out its purpose and functions.
Section 10. Dividends
(a) The Board of Governors may determine what part of the Corporation’s net income
and surplus, after making provision for reserves, shall be distributed as dividends.
(b) Dividends shall be distributed pro rata in proportion to paid-in capital stock held by
each member.
(c) Dividends shall be paid in such manner and in such currency or currencies as the
Corporation may determine.
ARTICLE V
WITHDRAWAL AND SUSPENSION OF MEMBERS
Section 1. Right of Withdrawal
(a) Any member may withdraw from the Corporation by notifying the Corporation’s
principal office in writing of its intention to do so. Such withdrawal shall become effective on
the date specified in the notice but in no event prior to six months from the date on which such
notice was delivered to the Corporation. At any time before the withdrawal becomes effective,
the member may, upon written notice to the Corporation, renounce its intention to withdraw.
(b) Even after withdrawing, a member shall remain liable for all obligations to the
Corporation to which it was subject at the date of delivery of the withdrawal notice, including
those specified in Section 3 of this Article. However, if the withdrawal becomes effective, a
member shall not incur any liability for obligations resulting from operations of the Corporation
effected after the date on which the withdrawal notice was received by the latter.
Section 2. Suspension of Membership
(a) A member that fails to fulfill any of its obligations to the Corporation under this
Agreement may be suspended by decision of the Board of Governors by a majority represent-
14
Each Executive Director may designate an Alternate Director who shall have full power
to act for him when he is not present.
(d) No Executive Director may simultaneously serve as a Governor of the Corporation.
(e) Elected Executive Directors shall be elected for terms of three years and may be
reelected for successive terms.
(f) Each Director shall be entitled to cast the number of votes which the member or
members of the Corporation whose votes counted towards his nomination or election are enti-
tled to cast.
(g) All the votes which a Director is entitled to cast shall be cast as a unit.
(h) In the event of the temporary absence of an Executive Director and his Alternate, the
Executive Director or, in his absence the Alternate Director may appoint a person to represent
him.
(i) A Director shall cease to hold office if all the members whose votes counted towards
his nomination or election cease to be members of the Corporation.
(j) The Board of Executive Directors shall operate at the headquarters of the
Corporation, or exceptionally at such other location as shall be designated by said Board, and
shall meet as frequently as the business of the institution requires.
(k) A quorum for any meeting of the Board of Executive Directors shall be a majority of
the Directors representing not less than two-thirds of the votes of the members.
(l) Every member of the Corporation may send a representative to attend every meeting
of the Board of Executive Directors when a matter especially affecting that member is under
consideration. Such right of representation shall be regulated by the Board of Governors.
Section 5. Basic Organization
The Board of Executive Directors shall determine the basic organization of the Corpora-
tion, including the number and general responsibilities of the principal administrative and pro-
fessional positions, and shall adopt the budget of the institution.
Section 6. Executive Committee of the Board of Executive Directors
(a) The Executive Committee of the Board of Executive Directors shall be composed as follows:
(i) one person who is the Director or Alternate appointed by the member coun-
try having the largest number of shares in the Corporation;
11
 (ii) two persons from among the Directors representing the regional developing
member countries of the Corporation; and
(iii) one person from the Directors representing the other member countries.
The election of members of the Executive Committee and their Alternates in categories
(ii) and (iii) above shall be made by the members of each respective group pursuant to proce-
dures to be worked out within each group.
(b) The Chairman of the Board of Executive Directors shall preside over meetings of said
Committee. In his absence, a member of the Committee chosen by a process of rotation shall
preside over meetings.
(c) The Committee shall consider all loans and investments by the Corporation in enter-
prises in the member countries.
(d) All loans and investments shall require the vote of a majority of the Committee for
approval. A quorum for any meeting of the Committee shall be three. An absence or abstention
shall be considered a negative vote.
(e) A report with respect to each operation approved by the Committee shall be sub-
mitted to the Board of Executive Directors. At the request of any Director, such operation shall
be presented to the Board for a vote. In the absence of such request within the period estab-
lished by the Board, an operation shall be deemed approved by the Board.
(f) In the event that there is a tie vote regarding a proposed operation, such proposal
shall be returned to Management for further review and analysis; if upon reconsideration in the
Committee, a tie vote shall again occur, the Chairman of the Board of Executive Directors shall
have the right to cast the deciding vote in the Committee.
(g) In the event that the Committee shall reject an operation, the Board of Executive
Directors, upon the request of any Director, may require that Management’s report on such
operation, together with a summary of the Committee’s review, be submitted to the Board for
discussion and possible recommendation with regard to the technical and policy issues related
to the operation and to comparable operations in the future.
Section 7. Chairman, General Manager and Officers
(a) The President of the Bank shall be ex-officio Chairman of the Board of Executive
Directors of the Corporation. He shall preside over meetings of the Board of Executive Directors
but without the right to vote except in the event of a tie. He may participate in meetings of the
Board of Governors, but shall not vote at such meetings.
12
(b) The General Manager of the Corporation shall be appointed by the Board of
Executive Directors, by a four-fifths majority of the total voting power, on the recommendation
of the Chairman of the Board of Executive Directors, for such term as he shall indicate. The
General Manager shall be chief of the officers and staff of the Corporation. Under the direction
of the Board of Executive Directors and the general supervision of the Chairman of the Board
of Executive Directors, he will conduct the ordinary business of the Corporation and, in con-
sultation with the Board of Executive Directors and the Chairman of the Board of Executive
Directors, shall be responsible for the organization, appointment and dismissal of the officers
and staff. The General Manager may participate in meetings of the Board of Executive Directors
but shall not vote at such meetings. The General Manager shall cease to hold office by resig-
nation or by decision of the Board of Executive Directors, by a three-fifths majority of the total
voting power, in which the Chairman of the Board of Executive Directors concurs.
(c) Whenever activities must be carried out that require specialized knowledge or can-
not be handled by the regular staff of the Corporation, the Corporation shall obtain technical
assistance from the staff of the Bank, or if it is unavailable, the services of experts and consult-
ants may be engaged on a temporary basis.
(d) The officers and staff of the Corporation owe their duty entirely to the Corporation
in the discharge of their office and shall recognize no other authority. Each member country
shall respect the international character of such obligation.
(e) The Corporation shall have due regard for the need to assure the highest standards
of efficiency, competence and integrity as the paramount consideration in appointing the staff
of the Corporation and in establishing their conditions of service. Due regard shall also be paid
to the importance of recruiting the staff on as wide a geographic basis as possible, taking into
account the regional character of the institution.
Section 8. Relations with the Bank
(a) The Corporation shall be an entity separate and distinct from the Bank. The funds of
the Corporation shall be kept separate and apart from those of the Bank. The provisions of this
Section shall not prevent the Corporation from making arrangements with the Bank regarding
facilities, personnel, services and others concerning reimbursement of administrative expenses
paid by either organization on behalf of the other.
(b) The Corporation shall seek insofar as possible to utilize the facilities, installations
and personnel of the Bank.
(c) Nothing in this Agreement shall make the Corporation liable for the acts or obliga-
tions of the Bank, or the Bank liable for the acts or obligations of the Corporation.
13
 (ii) two persons from among the Directors representing the regional developing
member countries of the Corporation; and
(iii) one person from the Directors representing the other member countries.
The election of members of the Executive Committee and their Alternates in categories
(ii) and (iii) above shall be made by the members of each respective group pursuant to proce-
dures to be worked out within each group.
(b) The Chairman of the Board of Executive Directors shall preside over meetings of said
Committee. In his absence, a member of the Committee chosen by a process of rotation shall
preside over meetings.
(c) The Committee shall consider all loans and investments by the Corporation in enter-
prises in the member countries.
(d) All loans and investments shall require the vote of a majority of the Committee for
approval. A quorum for any meeting of the Committee shall be three. An absence or abstention
shall be considered a negative vote.
(e) A report with respect to each operation approved by the Committee shall be sub-
mitted to the Board of Executive Directors. At the request of any Director, such operation shall
be presented to the Board for a vote. In the absence of such request within the period estab-
lished by the Board, an operation shall be deemed approved by the Board.
(f) In the event that there is a tie vote regarding a proposed operation, such proposal
shall be returned to Management for further review and analysis; if upon reconsideration in the
Committee, a tie vote shall again occur, the Chairman of the Board of Executive Directors shall
have the right to cast the deciding vote in the Committee.
(g) In the event that the Committee shall reject an operation, the Board of Executive
Directors, upon the request of any Director, may require that Management’s report on such
operation, together with a summary of the Committee’s review, be submitted to the Board for
discussion and possible recommendation with regard to the technical and policy issues related
to the operation and to comparable operations in the future.
Section 7. Chairman, General Manager and Officers
(a) The President of the Bank shall be ex-officio Chairman of the Board of Executive
Directors of the Corporation. He shall preside over meetings of the Board of Executive Directors
but without the right to vote except in the event of a tie. He may participate in meetings of the
Board of Governors, but shall not vote at such meetings.
12
(b) The General Manager of the Corporation shall be appointed by the Board of
Executive Directors, by a four-fifths majority of the total voting power, on the recommendation
of the Chairman of the Board of Executive Directors, for such term as he shall indicate. The
General Manager shall be chief of the officers and staff of the Corporation. Under the direction
of the Board of Executive Directors and the general supervision of the Chairman of the Board
of Executive Directors, he will conduct the ordinary business of the Corporation and, in con-
sultation with the Board of Executive Directors and the Chairman of the Board of Executive
Directors, shall be responsible for the organization, appointment and dismissal of the officers
and staff. The General Manager may participate in meetings of the Board of Executive Directors
but shall not vote at such meetings. The General Manager shall cease to hold office by resig-
nation or by decision of the Board of Executive Directors, by a three-fifths majority of the total
voting power, in which the Chairman of the Board of Executive Directors concurs.
(c) Whenever activities must be carried out that require specialized knowledge or can-
not be handled by the regular staff of the Corporation, the Corporation shall obtain technical
assistance from the staff of the Bank, or if it is unavailable, the services of experts and consult-
ants may be engaged on a temporary basis.
(d) The officers and staff of the Corporation owe their duty entirely to the Corporation
in the discharge of their office and shall recognize no other authority. Each member country
shall respect the international character of such obligation.
(e) The Corporation shall have due regard for the need to assure the highest standards
of efficiency, competence and integrity as the paramount consideration in appointing the staff
of the Corporation and in establishing their conditions of service. Due regard shall also be paid
to the importance of recruiting the staff on as wide a geographic basis as possible, taking into
account the regional character of the institution.
Section 8. Relations with the Bank
(a) The Corporation shall be an entity separate and distinct from the Bank. The funds of
the Corporation shall be kept separate and apart from those of the Bank. The provisions of this
Section shall not prevent the Corporation from making arrangements with the Bank regarding
facilities, personnel, services and others concerning reimbursement of administrative expenses
paid by either organization on behalf of the other.
(b) The Corporation shall seek insofar as possible to utilize the facilities, installations
and personnel of the Bank.
(c) Nothing in this Agreement shall make the Corporation liable for the acts or obliga-
tions of the Bank, or the Bank liable for the acts or obligations of the Corporation.
13
Section 9. Publication of Annual Reports and Circulation of Reports
(a) The Corporation shall publish an annual report containing an audited statement of
its accounts. It shall also send the members a quarterly summary of its financial position and a
profit and loss statement indicating the results of its operations.
(b) The Corporation may also publish any such other reports as it deems appropriate in
order to carry out its purpose and functions.
Section 10. Dividends
(a) The Board of Governors may determine what part of the Corporation’s net income
and surplus, after making provision for reserves, shall be distributed as dividends.
(b) Dividends shall be distributed pro rata in proportion to paid-in capital stock held by
each member.
(c) Dividends shall be paid in such manner and in such currency or currencies as the
Corporation may determine.
ARTICLE V
WITHDRAWAL AND SUSPENSION OF MEMBERS
Section 1. Right of Withdrawal
(a) Any member may withdraw from the Corporation by notifying the Corporation’s
principal office in writing of its intention to do so. Such withdrawal shall become effective on
the date specified in the notice but in no event prior to six months from the date on which such
notice was delivered to the Corporation. At any time before the withdrawal becomes effective,
the member may, upon written notice to the Corporation, renounce its intention to withdraw.
(b) Even after withdrawing, a member shall remain liable for all obligations to the
Corporation to which it was subject at the date of delivery of the withdrawal notice, including
those specified in Section 3 of this Article. However, if the withdrawal becomes effective, a
member shall not incur any liability for obligations resulting from operations of the Corporation
effected after the date on which the withdrawal notice was received by the latter.
Section 2. Suspension of Membership
(a) A member that fails to fulfill any of its obligations to the Corporation under this
Agreement may be suspended by decision of the Board of Governors by a majority represent-
14
Each Executive Director may designate an Alternate Director who shall have full power
to act for him when he is not present.
(d) No Executive Director may simultaneously serve as a Governor of the Corporation.
(e) Elected Executive Directors shall be elected for terms of three years and may be
reelected for successive terms.
(f) Each Director shall be entitled to cast the number of votes which the member or
members of the Corporation whose votes counted towards his nomination or election are enti-
tled to cast.
(g) All the votes which a Director is entitled to cast shall be cast as a unit.
(h) In the event of the temporary absence of an Executive Director and his Alternate, the
Executive Director or, in his absence the Alternate Director may appoint a person to represent
him.
(i) A Director shall cease to hold office if all the members whose votes counted towards
his nomination or election cease to be members of the Corporation.
(j) The Board of Executive Directors shall operate at the headquarters of the
Corporation, or exceptionally at such other location as shall be designated by said Board, and
shall meet as frequently as the business of the institution requires.
(k) A quorum for any meeting of the Board of Executive Directors shall be a majority of
the Directors representing not less than two-thirds of the votes of the members.
(l) Every member of the Corporation may send a representative to attend every meeting
of the Board of Executive Directors when a matter especially affecting that member is under
consideration. Such right of representation shall be regulated by the Board of Governors.
Section 5. Basic Organization
The Board of Executive Directors shall determine the basic organization of the Corpora-
tion, including the number and general responsibilities of the principal administrative and pro-
fessional positions, and shall adopt the budget of the institution.
Section 6. Executive Committee of the Board of Executive Directors
(a) The Executive Committee of the Board of Executive Directors shall be composed as follows:
(i) one person who is the Director or Alternate appointed by the member coun-
try having the largest number of shares in the Corporation;
11
 (b) Except as otherwise provided, all matters before the Board of Governors or the Board
of Executive Directors shall be decided by a majority of the votes of the members.
Section 4. Board of Executive Directors
(a) The Board of Executive Directors shall be responsible for the conduct of the opera-
tions of the Corporation and for this purpose shall exercise all the powers given it by this
Agreement or delegated to it by the Board of Governors.
(b) The Executive Directors and Alternates shall be elected or appointed among the
Executive Directors and Alternates of the Bank except when:
(i) a member country or a group of member countries of the Corporation is rep-
resented in the Board of Executive Directors of the Bank by an Executive
Director and an Alternate which are citizens of countries which are not mem-
bers of the Corporation; and
(ii) given the different structure of participation and composition, the member
countries referred to in (c)(iii) below, as per the rotation arrangement agreed
upon among said member countries, designate their own representatives for the
positions corresponding to them in the Board of Executive Directors of the
Corporation, whenever they could not be adequately represented by Directors
or Alternates of the Bank.
(c) The Board of Executive Directors of the Corporation shall be composed as follows:
(i) one Executive Director shall be appointed by the member country having the
largest number of shares in the Corporation;
(ii) nine Executive Directors shall be elected by the Governors for the regional
developing member countries;
(iii) two Executive Directors shall be elected by the Governors for the remaining
member countries.
The procedure for the election of Executive Directors shall be set forth in the
Regulations to be adopted by the Board of Governors by a majority of at least two-thirds of the
votes of the members.
One additional Executive Director may be elected by the Governors for the member
countries mentioned in (iii) above under such conditions and within the term to be established
under said Regulations and, in the event that such conditions were not met, by the Governors
for the regional developing member countries, in conformity with the provisions of said
Regulations.
10
ing at least three-fourths of the votes of the members, which shall include two-thirds of the
Governors.
(b) A member so suspended shall automatically cease to be a member of the
Corporation within one year from the date of suspension unless the Board of Governors
decides, by the same majority specified in paragraph (a) preceding, to lift the suspension.
(c) While under suspension, a member may exercise none of the rights conferred upon
it by this Agreement, except the right of withdrawal, but it shall remain subject to fulfillment of
all its obligations.
Section 3. Terms of Withdrawal from Membership
(a) From the time its membership ceases, a member shall no longer share in the profits
or losses of the institution and shall incur no liability with respect to loans and guarantees
entered into by the Corporation thereafter. The Corporation shall arrange for the repurchase of
such member’s capital stock as part of the settlement of accounts with it in accordance with the
provisions of this Section.
(b) The Corporation and a member may agree on the withdrawal from membership and
the repurchase of shares of said member on terms appropriate under the circumstances. If such
agreement is not reached within three months after the date on which such member expresses
its desire to withdraw from membership, or within a term agreed upon between both parties,
the repurchase price of the member’s shares shall be equal to the book value thereof on the
date when the member ceases to belong to the institution, such book value to be determined
by the Corporation’s audited financial statements.
(c) Payment for shares shall be made, upon surrender of the corresponding share certifi-
cates, in such installments and at such times and in such available currencies as the Corpora-
tion shall determine, taking into account its financial position.
(d) No amount due to a former member for its shares under this Section may be paid
until one month after the date upon which such member ceases to belong to the institution. If
within that period the Corporation suspends operations, the rights of such member shall be
determined by the provisions of Article VI and the member shall be considered still a member
of the Corporation for purposes of said Article, except that it shall have no voting rights.
15
 ARTICLE VI
SUSPENSION AND TERMINATION OF OPERATIONS
Section 1. Suspension of Operations
In an emergency the Board of Executive Directors may suspend operations in respect of
new investments, loans and guarantees until such time as the Board of Governors has the
opportunity to consider the situation and take pertinent measures.
Section 2. Termination of Operations
(a) The Corporation may terminate its operations by decision of the Board of Governors
by a majority representing at least three-fourths of the votes of the members, which shall
include two-thirds of the Governors. Upon termination of operations, the Corporation shall
forthwith cease all activities except those incident to the conservation, preservation and real-
ization of its assets and settlement of its obligations.
(b) Until final settlement of such obligations and distribution of such assets, the Corpora-
tion shall remain in existence and all mutual rights and obligations of the Corporation and its
members under this Agreement shall continue unimpaired, except that no member shall be sus-
pended or withdraw and that no distribution shall be made to members except as provided in
this Article.
Section 3. Liability of Members and Payment of Debts
(a) The liability of members arising from capital subscriptions shall remain in force until
the Corporation’s obligations, including contingent obligations, are settled.
(b) All creditors holding direct claims shall be paid out of the assets of the Corporation
to which such obligations are chargeable and then out of payments to the Corporation on
unpaid capital subscriptions to which such claims are chargeable. Before making any payments
to creditors holding direct claims, the Board of Executive Directors shall make such arrange-
ments as are necessary in its judgement to ensure a pro rata distribution among holders of direct
and contingent claims.
Section 4. Distribution of Assets
(a) No distribution of assets shall be made to members on account of the shares held by
them in the Corporation until all liabilities to creditors chargeable to such shares have been dis-
charged or provided for. Moreover, such distribution must be approved by a decision of the
Board of Governors by a majority representing at least three-fourths of the votes of the mem-
bers, which shall include two-thirds of the Governors.
16
(i) admit new members and determine the conditions of their admission;
(ii) increase or decrease the capital stock;
(iii) suspend a member;
(iv) consider and decide appeals on interpretations of this Agreement made by
the Board of Executive Directors;
(v) approve, after receipt of the auditors’ report, the general balance sheets and
the statements of profit and loss of the institution;
(vi) rule on reserves and the distribution of net income, and declare dividends;
(vii) engage the services of external auditors to examine the general balance
sheets and the statements of profit and loss of the institution;
(viii) amend this Agreement; and
(ix) decide to suspend permanently the operations of the Corporation and to dis-
tribute its assets.
(d) The Board of Governors shall hold an annual meeting, which shall be held in
conjunction with the annual meeting of the Board of Governors of the Inter-American
Development Bank. It may meet on other occasions by call of the Board of Executive Directors.
(e) A quorum for any meeting of the Board of Governors shall be a majority of the
Governors representing at least two-thirds of the votes of the members. The Board of Governors
may establish a procedure whereby the Board of Executive Directors, if it deems appropriate,
may submit a specific question to a vote of the Governors without calling a meeting of the
Board of Governors.
(f) The Board of Governors and the Board of Executive Directors, to the extent the lat-
ter is authorized, may issue such rules and regulations as may be necessary or appropriate to
conduct the business of the Corporation.
(g) Governors and Alternate Governors shall serve as such without compensation from
the Corporation.
Section 3. Voting
(a) Each member shall have one vote for each fully paid share held by it and for each
callable share subscribed.
9
 (e) Handle, on such terms as the Corporation may determine, any specific matters inci-
dental to its business as may be entrusted to the Corporation by its shareholders or third par-
ties, and discharge the duties of trustee in respect of trusts; and
(f) Exercise all other powers inherent and which may be necessary or useful for the
accomplishment of its purposes, including the signing of contracts and conducting of necessary
legal actions.
Section 8. Political Activity Prohibited
The Corporation and its officers shall not interfere in the political affairs of any member,
nor shall they be influenced in their decisions by the political character of the member or mem-
bers concerned. Only economic considerations shall be relevant to decisions of the
Corporation, and these considerations shall be weighed impartially in order to achieve the pur-
poses stated in this Agreement.
ARTICLE IV
ORGANIZATION AND MANAGEMENT
Section 1. Structure of the Corporation
The Corporation shall have a Board of Governors, a Board of Executive Directors, a
Chairman of the Board of Executive Directors, a General Manager and such other officers and
staff as may be determined by the Board of Executive Directors of the Corporation.
Section 2. Board of Governors
(a) All the powers of the Corporation shall be vested in the Board of Governors.
(b) Each Governor and Alternate Governor of the Inter-American Development Bank
appointed by a member country of the Bank which is also a member of the Corporation shall,
unless the respective country indicates to the contrary, be a Governor or Alternate Governor
ex-officio, respectively, of the Corporation. No Alternate Governor may vote except in the
absence of his principal. The Board of Governors shall select one of the Governors as
Chairman of the Board of Governors. A Governor and Alternate Governor shall cease to hold
office if the member by which they were appointed ceases to be a member of the
Corporation.
(c) The Board of Governors may delegate all its powers to the Board of Executive Direc-
tors, except the power to:
8 17
(b) Any distribution of assets to the members shall be in proportion to the number of
shares held and shall be effected at such times and under such conditions as the Corporation
deems fair and equitable. The proportions of assets distributed need not be uniform as to type
of assets. No member shall be entitled to receive its proportion in such distribution of assets
until it has settled all its obligations to the Corporation.
(c) Any member receiving assets distributed pursuant to this Article shall enjoy the same
rights with respect to such assets as the Corporation enjoyed prior to their distribution.
ARTICLE VII
JURIDICAL PERSONALITY, IMMUNITIES, EXEMPTIONS AND PRIVILEGES
Section 1. Scope
To enable the Corporation to fulfill its purpose and the functions with which it is en-
trusted, the status, immunities, exemptions and privileges set forth in this Article shall be
accorded to the Corporation in the territories of each member country.
Section 2. Juridical Personality
The Corporation shall possess juridical personality and, in particular, full capacity:
(a) to contract;
(b) to acquire and dispose of immovable and movable property; and
(c) to institute legal and administrative proceedings.
Section 3. Judicial Proceedings
(a) Actions may be brought against the Corporation only in a court of competent jurisdiction in
the territories of a member country in which the Corporation has an office, has appointed an agent for
the purpose of accepting service or notice of process, or has issued or guaranteed securities. No action
shall be brought against the Corporation by members or persons acting for or deriving claims from mem-
ber countries. However, such countries or persons shall have recourse to such special procedures to set-
tle controversies between the Corporation and its member countries as may be prescribed in this
Agreement, in the by-laws and regulations of the Corporation or in contracts entered into with the
Corporation.
(b) Property and assets of the Corporation shall, wheresoever located and by whomso-
ever held, be immune from all forms of seizure, attachment or execution before the delivery of
final judgment against the Corporation.
Section 4. Immunity of Assets
Property and assets of the Corporation, wheresoever located and by whomsoever held,
shall be immune from search, requisition, confiscation, expropriation or any other form of tak-
ing or foreclosure by executive or legislative action.
Section 5. Inviolability of Archives
The archives of the Corporation shall be inviolable.
Section 6. Freedom of Assets from Restrictions
To the extent necessary to enable the Corporation to carry out its purpose and functions
and to conduct its operations in accordance with this Agreement, all property and other assets
of the Corporation shall be free from restrictions, regulations, controls and moratoria of any
nature, except as may otherwise be provided in this Agreement.
Section 7. Privilege for Communications
The official communications of the Corporation shall be accorded by each member
country the same treatment that it accords to the official communications of other members.
Section 8. Personal Immunities and Privileges
All Governors, Executive Directors, Alternates, officers, and employees of the
Corporation shall have the following privileges and immunities:
(a) Immunity from legal process with respect to acts performed by them in their official
capacity, except when the Corporation waives this immunity;
(b) When not local nationals, the same immunities from immigration restrictions, alien
registration requirements and military service obligations and the same facilities as regards
exchange provisions as are accorded by a member country to the representatives, officials, and
employees of comparable rank of other member countries; and
(c) The same privileges in respect of traveling facilities as are accorded by member coun-
tries to representatives, officials, and employees of comparable rank of other member countries.
Section 9. Immunities from Taxation
(a) The Corporation, its property, other assets, income, and the operations and transac-
tions it carries out pursuant to this Agreement, shall be immune from all taxation and from all
customs duties. The Corporation shall also be immune from any obligation relating to the pay-
ment, withholding or collection of any tax or duty.
18
Section 4. Limitations
(a) With the exception of the investment of liquid assets of the Corporation referred to
in Section 7(b) of this Article, investments of the Corporation shall be made only in enterprises
located in developing regional member countries; such investments shall be made following
sound rules of financial management.
(b) The Corporation shall not provide financing or undertake other investments in an
enterprise in the territory of a member country if its government objects to such financing or
investment.
Section 5. Protection of Interests
Nothing in this Agreement shall prevent the Corporation from taking such action and
exercising such rights as it may deem necessary for the protection of its interests in the event of
default on any of its investments, actual or threatened insolvency of enterprises in which such
investments have been made, or other situations which, in the opinion of the Corporation,
threaten to jeopardize such investments.
Section 6. Applicability of Certain Foreign Exchange Restrictions
Funds received by or payable to the Corporation in respect of an investment of the
Corporation made in any member’s territories shall not be free, solely by reason of any provi-
sion of this Agreement, from generally applicable foreign exchange restrictions, regulations and
controls in force in the territories of that member.
Section 7. Other Powers
The Corporation shall also have the power to:
(a) Borrow funds and for that purpose furnish such collateral or other security as the
Corporation shall determine, provided that the total amount outstanding on borrowing incurred
or guarantees given by the Corporation, regardless of source, shall not exceed an amount equal
to three times the sum of its subscribed capital, earned surplus and reserves;
(b) Invest funds not immediately needed in its financial operations, as well as funds held
by it for other purposes, in such marketable obligations and securities as the Corporation may
determine;
(c) Guarantee securities in which it has invested in order to facilitate their sale;
(d) Buy and/or sell securities it has issued or guaranteed or in which it has invested;
7
 (g) Promote the underwriting of shares and securities issues, and extend such underwrit-
ing provided the appropriate conditions are met, either individually or jointly with other finan-
cial entities;
(h) Administer funds of other private, public or semi-public institutions; for this purpose,
the Corporation may sign management and trustee contracts;
(i) Conduct currency transactions essential to the activities of the Corporation; and
(j) Issue bonds, certificates of indebtedness and participation certificates, and enter into
credit agreements.
Section 2. Other Forms of Investments
The Corporation may make investments of its funds in such form or forms as it may
deem appropriate in the circumstances, in accordance with Section 7(b) below.
Section 3. Operating Principles
The operations of the Corporation shall be governed by the following principles:
(a) It shall not establish as a condition that the proceeds of its financing be used to pro-
cure goods and services originating in a predetermined country;
(b) It shall not assume responsibility for managing any enterprise in which it has invest-
ed and shall not exercise its voting rights for such purpose or for any other purpose which, in
its opinion, is properly within the scope of managerial control;
(c) It shall provide financing on terms and conditions which it considers appropriate tak-
ing into account the requirements of the enterprises, the risks assumed by the Corporation and
the terms and conditions normally obtained by private investors for similar financings;
(d) It shall seek to revolve its funds by selling its investments, provided such sale can be
made in an appropriate form and under satisfactory conditions, to the extent possible in accord-
ance with Section 1(a)(vi) above;
(e) It shall seek to maintain a reasonable diversification in its investments;
(f) It shall apply financial, technical, economic, legal and institutional feasibility criteria
to justify investments and the adequacy of the guarantees offered; and
(g) It shall not undertake any financing for which, in its opinion, sufficient capital could
be obtained on adequate terms.
6 19
(b) No tax shall be levied on or in respect of salaries and emoluments paid by the
Corporation to officials or employees of the Corporation who are not local citizens or other
local nationals.
(c) No tax of any kind shall be levied on any obligation or security issued by the
Corporation, including any dividend or interest thereon, by whomsoever held:
(i) which discriminates against such obligation or security solely because it is
issued by the Corporation; or
(ii) if the sole jurisdictional basis for such taxation is the place or currency in
which it is issued, made payable or paid, or the location of any office or place
of business maintained by the Corporation.
(d) No tax of any kind shall be levied on any obligation or security guaranteed by the
Corporation, including any dividend or interest thereon, by whomsoever held:
(i) which discriminates against such obligation or security solely because it is
guaranteed by the Corporation; or
(ii) if the sole jurisdictional basis for such taxation is the location of any office
or place of business maintained by the Corporation.
Section 10. Implementation
Each member country, in accordance with its juridical system, shall take such action as
is necessary to make effective in its own territories the principles set forth in this Article and
shall inform the Corporation of the action which it has taken on the matter.
Section 11. Waiver
The Corporation in its discretion may waive any of the privileges or immunities con-
ferred under this Article to such extent and upon such conditions as it may determine.
 ARTICLE VIII
AMENDMENTS
Section 1. Amendments
(a) This Agreement may be amended only by decision of the Board of Governors by a
majority representing at least four-fifths of the votes of the members, which shall include two-
thirds of the Governors.
(b) Notwithstanding the provisions of (a) above, the unanimous agreement of the Board
of Governors shall be required for the approval of any amendment modifying:
(i) the right to withdraw from the Corporation as provided in Article V, Section 1;
(ii) the right to purchase shares of the Corporation as provided in Article II,
Section 5; and
(iii) the limitation on liability as provided in Article II, Section 6.
(c) Any proposal to amend this Agreement, whether emanating from a member country
or the Board of Executive Directors, shall be communicated to the Chairman of the Board of
Governors, who shall bring the proposal before the Board of Governors. When an amendment
has been adopted, the Corporation shall so certify in an official communication addressed to
all members. Amendments shall enter into force for all members three months after the date of
the official communication unless the Board of Governors shall specify a different period.
ARTICLE IX
INTERPRETATION AND ARBITRATION
Section 1. Interpretation
(a) Any question of interpretation of the provisions of this Agreement arising between
any member and the Corporation or between members shall be submitted to the Board of
Executive Directors for decision. Members especially affected by the question under consid-
eration shall be entitled to direct representation before the Board of Executive Directors as pro-
vided in Article IV, Section 4, paragraph (l).
(b) In any case where the Board of Executive Directors has given a decision under the
above paragraph, any member may require that the question be submitted to the Board of
Governors, whose decision shall be final. Pending the decision of the Board of Governors, the
20
ARTICLE III
OPERATIONS
Section 1. Operating Procedures
In order to accomplish its purposes, the Corporation is authorized to:
(a) Identify and promote projects which meet criteria of economic feasibility and effi-
ciency, with preference given to projects that have one or more of the following characteristics:
(i) they promote the development and use of material and human resources in
the developing countries which are members of the Corporation;
(ii) they provide incentives for the creation of jobs;
(iii) they encourage savings and the use of capital in productive investments;
(iv) they contribute to the generation and/or savings of foreign exchange;
(v) they foster management capability and technology transfer; and
(vi) they promote broader public ownership of enterprises through the partici-
pation of as many investors as possible in the capital stock of such enterprises.
(b) Make direct investments, through the granting of loans, and preferably through the
subscription and purchase of shares or convertible debt instruments, in enterprises located in
regional developing member countries, and make indirect investments in such enterprises
through other financial institutions, both of which investments require the significant genera-
tion of local added value.
(c) Promote the participation of other sources of financing and/or expertise through
appropriate means, including the organization of loan syndicates, the underwriting of securities
and participations, joint ventures, and other forms of association such as licensing arrange-
ments, marketing or management contracts;
(d) Conduct cofinancing operations and assist domestic financial institutions, interna-
tional institutions and bilateral investment institutions;
(e) Provide technical cooperation, financial and general management assistance, and
act as financial agent of enterprises;
(f) Help to establish, expand, improve and finance development finance companies in
the private sector and other institutions to assist in the development of said sector;
5
of the Corporation but not earlier than December 31, 1985, December 31, 1986, and
December 31, 1987, respectively. The payment of each of the last three installments of capital
subscribed by each of the member countries shall be subject to fulfillment of such legal require-
ments as may be appropriate in the respective countries. Payment shall be made in United
States dollars. The Corporation shall specify the place or places of payment.
(c) Shares initially subscribed by the founding members shall be issued at par.
(d) The conditions governing the subscription of shares to be issued after the initial share
subscription by the founding members which shall not have been subscribed under Article II,
Section 2(b), as well as the dates of payment thereof, shall be determined by the Board of
Executive Directors of the Corporation.
Section 4. Restriction on Transfers and Pledge of Shares
Shares of the Corporation may not be pledged, encumbered or transferred in any man-
ner whatever except to the Corporation, unless the Board of Governors of the Corporation
approves a transfer between members by a majority of the Governors representing four-fifths of
the votes of the members.
Section 5. Preferential Subscription Right
In case of an increase in capital, in accordance with Section 2(c) and (d) of this Article,
each member shall be entitled, subject to such terms as may be established by the Corporation,
to a percentage of the increased shares equivalent to the proportion which its shares heretofore
subscribed bears to the total capital of the Corporation. However, no member shall be obligated
to subscribe to any part of the increased capital.
Section 6. Limitation on Liability
The liability of members on the shares subscribed by them shall be limited to the unpaid
portion of their price at issuance. No member shall be liable, by reason of its membership, for
obligations of the Corporation.
4 21
Corporation may, insofar as it deems it necessary, act on the basis of the decision of the Board
of Executive Directors.
Section 2. Arbitration
If a disagreement should arise between the Corporation and a member which has
ceased to be such, or between the Corporation and any member after adoption of a decision to
terminate the operations of the institution, such disagreement shall be submitted to arbitration
by a tribunal of three arbitrators. One of the arbitrators shall be appointed by the Corporation,
another by the member concerned, and the third, unless the parties otherwise agree, by the
President of the International Court of Justice. If all efforts to reach a unanimous agreement fail,
decisions shall be reached by a majority vote of the three arbitrators. The third arbitrator shall
be empowered to settle all questions of procedure in any case where the parties are in dis-
agreement with respect thereto.
ARTICLE X
GENERAL PROVISIONS
Section 1. Headquarters of the Corporation
The headquarters of the Corporation shall be located in the same locality as the
headquarters of the Bank. The Board of Executive Directors of the Corporation may establish
other offices in the territories of any of its member countries by a majority representing at least
two-thirds of the votes of the members.
Section 2. Relations with Other Organizations
The Corporation may enter into agreements with other organizations for purposes
consistent with this Agreement.
Section 3. Channels of Communication
Each member shall designate an official entity for purposes of communication with the
Corporation on matters connected with this Agreement.
 ARTICLE XI
FINAL PROVISIONS
Section 1. Signature and Acceptance
(a) This Agreement shall be deposited with the Bank, where it shall remain open for sig-
nature by the representatives of the countries listed in Annex A until December 31, 1985 or
such later date as shall be established by the Board of Executive Directors of the Corporation.
In case this Agreement shall not have entered into force, a later date may be determined by the
representatives of the signatory countries of the Final Act of the Negotiations on the Creation of
the Inter-American Investment Corporation. Each signatory of this Agreement shall deposit with
the Bank an instrument setting forth that it has accepted or ratified this Agreement in accor-
dance with its own laws and has taken the steps necessary to enable it to fulfill all of its obli-
gations under this Agreement.
(b) The Bank shall send certified copies of this Agreement to its members and duly noti-
fy them of each signature and deposit of the instrument of acceptance or ratification made pur-
suant to the foregoing paragraph, as well as the date thereof.
(c) On or after the date on which the Corporation commences operations, the Bank may
receive the signature and the instrument of acceptance or ratification of this Agreement from
any country whose membership has been approved in accordance with Article II, Section 1(b).
Section 2. Entry into Force
(a) This Agreement shall enter into force when it has been signed and instruments of
acceptance or ratification have been deposited, in accordance with Section 1 of this Article, by
representatives of countries whose subscriptions comprise not less than two-thirds of the total
subscriptions set forth in Annex A, which shall include:
(i) the subscription of the member country with the largest number of shares, and
(ii) subscriptions of regional developing member countries with a total of shares
greater than all other subscriptions.
(b) Countries whose instruments of acceptance or ratification were deposited prior to
the date on which the agreement entered into force shall become members on that date. Other
countries shall become members on the dates on which their instruments of acceptance or rat-
ification are deposited.
22
(d) In addition to the authorized capital referred to above, the Board of Governors may,
after the date in which the initial authorized capital has been fully paid in, authorize the issue
of callable capital and establish the terms and conditions for the subscription thereof, as fol-
lows:
(i) such decision shall be approved by a majority representing at least
three-fourths of the votes of the members, which shall include two-thirds of the
Governors; and
(ii) the callable capital shall be divided into shares with a par value of ten thou-
sand dollars of the United States of America (US$10,000) each.
(e) The callable capital shares shall be subject to call only when required to meet the
obligations of the Corporation created under Article III, Section 7(a). In the event of such a call,
payment may be made at the option of the member in United States dollars, or in the currency
required to discharge the obligations of the Corporation for the purpose for which the call is
made. Calls on the shares shall be uniform and proportionate for all shares. Obligations of the
members to make payments on any such calls are independent of each other and failure of one
or more members to make payments on any such calls shall not excuse any other member from
its obligation to make payment. Successive calls may be made if necessary to meet the obliga-
tions of the Corporation.
(f) The other resources of the Corporation shall consist of:
(i) amounts accruing by way of dividends, commissions, interest, and other
funds derived from the investments of the Corporation;
(ii) amounts received upon the sale of investments or the repayment of loans;
(iii) amounts raised by the Corporation by means of borrowings; and
(iv) other contributions and funds entrusted to its administration.
Section 3. Subscriptions
(a) Each founding member shall subscribe the number of shares specified in Annex A.
(b) The payment for capital stock, set forth in Annex A, by each founding member shall
be made in four annual, equal and consecutive installments each of twenty-five percent of such
amount. The first installment shall be paid by each member in full within three months after the
date on which the Corporation begins operation pursuant to Article XI, Section 3 below, or the
date on which such founding member accedes to this Agreement, or by such date or dates
thereafter as the Board of Executive Directors of the Corporation specifies. The remaining three
installments shall be paid on such dates as are determined by the Board of Executive Directors
3
 (e) Provide technical cooperation for the preparation, financing and execution of pro-
jects, including the transfer of appropriate technology.
Section 3. Policies
The activities of the Corporation shall be conducted in accordance with the operating,
financial and investment policies set forth in detail in Regulations approved by the Board of
Executive Directors of the Corporation, which Regulations may be amended by said Board.
ARTICLE II
MEMBERS AND CAPITAL
Section 3. Commencement of Operations
As soon as this Agreement enters into force under Section 2 of this Article, the President
of the Bank shall call a meeting of the Board of Governors. The Corporation shall begin opera-
tions on the date when such meeting is held.
DONE at the city of Washington, District of Columbia, United States of America, in a
single original, dated November 19, 1984, whose English, French, Portuguese, and Spanish
texts are equally authentic and which shall remain deposited in the archives of the
Inter-American Development Bank, which has indicated by its signature below its agreement to
act as depository of this Agreement and to notify all those governments of the countries whose
names are set forth in Annex A of the date when this Agreement shall enter into force, in accor-
dance with Section 2 of Article XI.

Section 1. Members

(a) The founding members of the Corporation shall be those member countries of the
Bank that have signed this Agreement by the date specified in Article XI, Section 1(a) and made
the initial payment required in Section 3(b) of this Article.

(b) The other member countries of the Bank and non-member countries of the Bank may
accede to this Agreement on such date and in accordance with such conditions as the Board
of Governors of the Corporation may determine by a majority representing at least two-thirds
of the votes of the members, which shall include two-thirds of the Governors.

(c) The word “members” as used in this Agreement shall refer to member countries of
the Bank and non-member countries of the Bank which are members of the Corporation.

Section 2. Resources

(a) The initial authorized capital stock of the Corporation shall be two hundred million
dollars of the United States of America (US$200,000,000).

(b) The authorized capital stock shall be divided into twenty thousand (20,000) shares
having a par value of ten thousand dollars of the United States of America (US$10,000) each.
Any shares not initially subscribed by the founding members in accordance with Section 3(a)
of this Article shall be available for subsequent subscription in accordance with Section 3(d)
hereof.

(c) The Board of Governors may increase the authorized capital stock by a majority rep-
resenting at least three-fourths of the votes of the members, which shall include two-thirds of
the Governors.

2 23
 ANNEX A

SUBSCRIPTIONS OF THE SHARES IN THE CORPORATION'S AUTHORIZED CAPITAL STOCK

(Shares of US$10,000 each)

Number of paid-in
Countries
C ountries capital shares Percentage
P ercentage

Regional developing countries

Argentina 2,327 11.6361
Brazil 2,327 11.6361
Mexico 1,498 7.4902
Venezuela 1,248 6.2383
Subtotal 7,400 37.000

Chile 690 3.45

Colombia 690 3.45
Peru 420 2.10
Subtotal 1,800 9.00

Bahamas 43 0.215
Barbados 30 0.150
Bolivia 187 0.935
Costa Rica 94 0.470
Dominican Republic 126 0.630
Ecuador 126 0.630
El Salvador 94 0.470
Guatemala 126 0.630
Guyana 36 0.180
Haiti 94 0.470
Honduras 94 0.470
Jamaica 126 0.630
Nicaragua 94 0.470
Panama 94 0.470
Paraguay 94 0.470
Trinidad and Tobago 94 0.470
Uruguay 248 1.240
Subtotal 1,800 9.000

Total 11,000 55.000

United States of America 5,100 25.50

Other Countries

Austria 100 0.50

France 626 3.13
Germany, Fed. Rep. of 626 3.13
Israel 50 0.25
Italy 626 3.13
Japan 626 3.13
Netherlands 310 1.55
Spain 626 3.13
Switzerland 310 1.55
Subtotal 3,900 19.50
Grand Total 20,000 100.00

1 The representatives of Argentina and Brazil stated that their participation in the capital of the Corporation should not only match their shares in the capital of
the Bank, but also maintain their relative shares in the total amount contributed by the regional developing countries in the capital of the Bank.
2 The Mexican delegation makes the subscription listed above in order to help eliminate the oversubscription that has prevented the Inter-American Investment
Corporation from coming into operation. Nevertheless, it wishes to put on record the desire of Mexico to achieve greater share participation in these multilateral
organizations, to more adequately reflect through a system of objective indicators its size in terms of economy, population and requirements for financial support
for its development process.
3 Venezuela ratifies that it has decided to subscribe 1,248 shares of the Inter-American Investment Corporation, which gives it a participation of 6.238% in its
capital, to enable the Corporation to begin operating as soon as possible. However, Venezuela states for the record that it has not abandoned its desire to
achieve a greater share participation in the future.

24
 Addendum A*
Inter-American Investment Corporation
Member Countries as of February 1, 2009

Argentina
Austria
Bahamas
Barbados
Belgium
Belize
Bolivia
Brazil
Chile
Colombia
Costa Rica
Denmark
Dominican Republic
Ecuador
El Salvador
Finland
France
Germany
Guatemala
Guyana
Haiti
Honduras
Israel
Italy
Jamaica
Japan
Korea, Republic of
Mexico
Netherlands
Nicaragua
Norway
Panama
Paraguay
People’s Republic of China
Peru
Portugal
Spain
Suriname
Sweden
Switzerland
Trinidad and Tobago
United States
Uruguay
Venezuela

* Secretary’s note: This Addendum is not part of the Agreement but is included for
reference purposes only.

25
 Índice*

I. OBJETO Y FUNCIONES
1. Objeto . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
2. Funciones . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
3. Políticas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2

II. MIEMBROS Y CAPITAL

1. Miembros . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
2. Recursos . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
3. Suscripciones . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
4. Restricción sobre transferencia y prenda de acciones . . . . . . . . . . . . .4
5. Derecho preferencial de suscripción . . . . . . . . . . . . . . . . . . . . . . . . . .4
6. Limitación de responsabilidad . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4

III. OPERACIONES
1. Modalidades operativas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5
2. Otras formas de inversión . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
3. Principios operativos . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
4. Limitaciones . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7
5. Protección de intereses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7
6. Aplicación de ciertas restricciones en los cambios extranjeros . . . . . . .7
7. Otras facultades . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7
8. Prohibición de actividad política . . . . . . . . . . . . . . . . . . . . . . . . . . . .8

IV. ORGANIZACIÓN Y ADMINISTRACIÓN

1. Estructura de la Corporación . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8
2. Asamblea de Gobernadores . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8
3. Votación . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .10
4. Directorio Ejecutivo . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .10
5. Organización básica . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .12
6. Comité Ejecutivo del Directorio Ejecutivo . . . . . . . . . . . . . . . . . . . . .12
7. Presidente, Gerente General y funcionarios . . . . . . . . . . . . . . . . . . .1 3
8. Relaciones con el Banco . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .13
9. Publicación de informes anuales y suministro de informaciones . . . . .14
10. Dividendos . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .14

V. RETIRO Y SUSPENSIÓN DE MIEMBROS

1. Derecho de retiro . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .14
2. Suspensión de un miembro . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .15
3. Términos de retiro de un miembro . . . . . . . . . . . . . . . . . . . . . . . . . .15

VI. SUSPENSIÓN Y TERMINACIÓN DE OPERACIONES

1. Suspensión de operaciones . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .16
2. Terminación de operaciones . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .16
3. Responsabilidad de los miembros y pago de las deudas . . . . . . . . . .16
4. Distribución de activos . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .17

* Nota del Secretario: Este índice no es parte del Convenio y se incluye solamente para facilitar la consulta.
CONVENIO CONSTITUTIVO
DE LA CORPORACIÓN INTERAMERICANA DE INVERSIONES

El Convenio Constitutivo de la Corporación Interamericana de Inversiones entró en

vigencia el 23 de marzo de 1986. El texto que aparece en este documento es copia fiel
del Convenio tal como fue modificado por resoluciones que entraron en vigor el 3 de
octubre de 1995, el 4 de julio de 2001 y el 12 de junio de 2002.

Washington, D.C.
Reimpreso en julio de 2006
CONVENIO CONSTITUTIVO
DE LA CORPORACIÓN INTERAMERICANA DE INVERSIONES

El Convenio Constitutivo de la Corporación Interamericana de Inversiones entró en

vigencia el 23 de marzo de 1986. El texto que aparece en este documento es copia fiel
del Convenio tal como fue modificado por resoluciones que entraron en vigor el 3 de
octubre de 1995, el 4 de julio de 2001 y el 12 de junio de 2002.

Washington, D.C.
Reimpreso en julio de 2006
CONVENIO CONSTITUTIVO
DE LA CORPORACIÓN INTERAMERICANA DE INVERSIONES

El Convenio Constitutivo de la Corporación Interamericana de Inversiones entró en

vigencia el 23 de marzo de 1986. El texto que aparece en este documento es copia fiel
del Convenio tal como fue modificado por resoluciones que entraron en vigor el 3 de
octubre de 1995, el 4 de julio de 2001 y el 12 de junio de 2002.

Washington, D.C.
Reimpreso en julio de 2006
 INTER-AMERICAN
INVESTMENT
CORPORATION

AGREEMENT
ESTABLISHING
THE INTER- AMERICAN
INVESTMENT CORPORATION

INTER-AMERICAN INVESTMENT CORPORATION

1350 New York Avenue, N.W.
Washington, DC 20577
United States of America
www.iic.int